8-K
Bank First Corp (BFC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of TheSecurities Exchange Act of 1934
| Date of Report (Date of earliest event reported) | January 23, 2020 (January 21, 2020) |
|---|
Bank First Corporation
(Exact name of registrant as specified in its charter)
| Wisconsin | 001-38676 | 39-1435359 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 402 North 8^th^ Street, Manitowoc, WI | 54220 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| Registrant’s telephone number, including area code | (920) 652-3100 | |
| --- | --- |
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the<br>Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the<br>Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Ticker symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | BFC | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for company with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
| Item 2.02 | Results of Operations and Financial Condition. |
|---|
On January 21, 2020, Bank First Corporation (the “Corporation”) announced its earnings for the quarter ended December 31, 2019. A copy of the press release is attached as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 2.02 and Exhibit 99.1 is being furnished to the Securities and Exchange Commission and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section. Furthermore, the information in this Item 2.02 and Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits. |
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| (d) | Exhibits |
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| Exhibit | |
|---|---|
| Number | Description of Exhibit |
| 99.1 | Press Release, dated January 21, 2020 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BANK FIRST CORPORATION | ||
|---|---|---|
| Date: January 23, 2020 | By: | /s/ Kevin M. LeMahieu |
| Kevin M. LeMahieu | ||
| Chief Financial Officer |
Exhibit 99.1
| NEWS release |
|---|
P.O. Box 10, Manitowoc, WI 54221-0010
For further information,contact:
Kevin M LeMahieu, Chief Financial Officer
Phone: (920) 652-3100 / klemahieu@bankfirstwi.bank
FOR IMMEDIATE RELEASE
Bank First Announces Net Income forthe Fourth Quarter of 2019
| · | Net income of $7.5 and $26.7 millionfor the three months and year ended December 31, 2019 |
|---|---|
| · | Earnings per common share of $1.05and $3.91 for the three months and year ended December 31, 2019 |
| --- | --- |
| · | Annualized return on average assetsof 1.37% for the three months and year ended December 31, 2019 |
| --- | --- |
| · | Quarterly cash dividend of $0.20 pershare declared, matching prior quarter and prior-year fourth quarter |
| --- | --- |
MANITOWOC, Wis, January 21, 2020 -- Bank First Corporation (NASDAQ: BFC) (“Bank First” or the “Company”), the holding company for Bank First, N.A., reported net income of $7.5 million, or $1.05 per share, for the fourth quarter of 2019, compared with net income of $6.1 million, or $0.91 per share, for the respective prior-year period. For the year ended December 31, 2019, Bank First earned $26.7 million, or $3.91 per share, compared to $25.5 million, or $3.81 per share for the same period in 2018.
Operating Results
Net interest income during the fourth quarter of 2019 was $18.8 million, down $1.5 million from the previous quarter and $3.3 million higher than the fourth quarter of 2018. Included in net interest income for the third quarter of 2019 was a $1.2 million acceleration of accretion of loan fair value marks and a $0.6 million reversal of a specific purchase credit impaired loan reserve which served to increase interest income for that quarter and created the negative quarter-over-quarter comparison. These items were both due to early pay-offs of purchased loans acquired from Waupaca Bancorporation, Inc. (“Waupaca”). Net interest income for the year ended December 31, 2019 was $69.7 million, up from $63.1 million for the year ended December 31, 2018.
Interest income related to purchase accounting entries, resulting from purchases of Waupaca during the fourth quarter of 2017 and Partnership Community Bancshares, Inc. (“Partnership”) during the third quarter of 2019, increased net income (after tax) during the fourth quarter of 2019 by $1.1 million, or $0.16 per share, compared to $0.8 million, or $0.13 per share, for the fourth quarter of 2018. For the years ended December 31, 2019 and 2018, the impact of these purchase accounting entries increased net income (after tax) by $5.1 million, or $0.74 per share, and $4.5 million, or $0.68 per share, respectively.
Net interest margin was 3.85% for the fourth quarter of 2019, matching the fourth quarter of 2018. The aforementioned purchase accounting entries added 0.30% and 0.27% to net interest margin for each of these periods, respectively. Net interest margin was 3.95% for the year ended December 31, 2019, including 0.37% from the impact of purchase accounting entries, compared to 3.88%, including 0.36% from the impact of purchase accounting entries, for the year ended December 31, 2018.
Bank First recorded a provision for loan losses of $1.1 million during the fourth quarter of 2019, compared to $0.8 million during the fourth quarter of 2018. Provision expense was $5.3 million for the year ended December 31, 2019, compared to $2.9 million for the year ended December 31, 2018. The heightened provision during 2019 was heavily impacted by the aforementioned effort during the third quarter of 2019 to exit several relationships acquired in the Waupaca transaction, resulting in the Company incurring net loan charge-offs in excess of $5.0 million during that quarter. These loans included several out-of-market hospitality loans that were poorly collateralized and lacked sufficient repayment sources, and they were never anticipated to be a long-term part of the Company. This action had been foreshadowed in quarterly releases since the Waupaca transaction occurred.
Noninterest income was $3.2 million during the fourth quarter of 2019, compared to $2.6 million during the fourth quarter of 2018. Income from service charges saw an increase of $0.2 million, or 25%, between these two periods due to the Company’s increased scale from the current year acquisition of Partnership. Income received from the Company’s investments in unconsolidated subsidiaries UFS, LLC and Ansay & Associates, LLC totaled $0.9 million during the fourth quarter of 2019, matching the year earlier fourth quarter. Net gains on the sale of mortgage loans to the secondary market totaled $0.6 million for the fourth quarter of 2019 compared to $0.2 million for the fourth quarter of 2018 as the Company continued to experience a strong year in retail mortgage loan originations. Servicing income from the Company’s off-balance sheet serviced loan portfolio saw a significant decrease from both the prior quarter and prior-year fourth quarter, the result of a $0.7 million reduction in the valuation of a servicing rights asset on the Company’s balance sheet. During periods of active residential mortgage loan refinancing, as was experienced during 2019, the assumption of loan duration in the fair value modeling of this asset shortens, causing a reduction in projected servicing revenue and a corresponding reduction in fair value of the asset. Historically, when this valuation trend has occurred it has reversed itself in subsequent periods leading to an increase in the valuation of this asset over time, though this is not a future certainty. Finally, during the fourth quarter of 2019, the Company repositioned portions of its investment portfolio, creating a net gain on sale of securities of $0.6 million.
Noninterest expense was $11.2 million for the fourth quarter of 2019, compared to $12.1 million for the prior quarter and $9.9 million for the fourth quarter of 2018. Trailing one-time expenses related to Bank First’s acquisition of Partnership, as well as expenses related to the Company’s planned acquisition of Tomah Bancshares, Inc., projected to close in the second quarter of 2020, amounted to $0.2 million during the fourth quarter of 2019, primarily impacting data processing expense. Most areas of noninterest expense for the fourth quarter of 2019 saw increases from the prior-year fourth quarter due to the added scale from the addition of four new locations as a result of the Partnership acquisition. Like most banks with total assets under $10 billion, Bank First received an assessment credit from the Federal Deposit Insurance Corporation (“FDIC”) Deposit Insurance Fund. The application of this credit resulted in a reversal of a previous FDIC assessment accrual totaling $0.3 million during the fourth quarter of 2019, positively impacting outside service fees.
Balance Sheet
Total assets were $2.21 billion at December 31, 2019, up $417.0 million from December 31, 2018. Total loans were $1.74 billion at December 31, 2019, up $307.9 million from December 31, 2018. Total deposits, nearly all of which remain core deposits, were $1.84 billion at December 31, 2019, up $286.1 million from December 31, 2018. The Partnership acquisition during the third quarter of 2019 added $275.3 million in loans, $268.8 million in deposits and $307.3 million in total assets to the Company’s balance sheet at deal close. Annualized loan growth for the fourth quarter of 2019 was nearly 5.2%.
Asset Quality
Nonperforming assets at December 31, 2019 totaled $11.5 million, down $11.8 million from $23.3 million at December 31, 2018. Nonperforming assets to total assets ended the fourth quarter of 2019 at 0.52%, down from 1.30% at the end of the fourth quarter of 2018.
Capital Position
Stockholders’ equity totaled $230.2 million at December 31, 2019, an increase of $55.9 million from the end of 2018.
Dividend Declaration
Bank First’s Board of Directors approved a quarterly cash dividend of $0.20 per common share, payable on April 7, 2020, to shareholders of record as of March 23, 2020.
Bank First Corporation provides financial services through its subsidiary, Bank First, which was incorporated in 1894. The Bank is an independent community bank with 23 banking locations in Wisconsin. The Bank has grown through both acquisitions and de novo branch expansion. The Bank offers loan, deposit and treasury management products at each of its banking offices. Insurance services are available through our bond with Ansay & Associates, LLC. Trust, investment advisory and other financial services are offered through the Bank’s partnership with Legacy Private Trust, an alliance with Morgan Stanley and an affiliation with McKenzie Financial Services, LLC. The Bank is a co-owner of a data processing subsidiary, UFS, LLC, which provides data and technology services to banks in the Midwest. The Company employs approximately 284 full-time equivalent staff and has assets of approximately $2.2 billion. Further information about Bank First Corporation is available by clicking on the Investor Relations tab at www.BankFirstWI.bank.
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Forward Looking Statements:This news release may contain certain “forward-looking statements” that represent Bank First Corporation’s expectationsor beliefs concerning future events. Such forward-looking statements are about matters that are inherently subject to risks anduncertainties. Because of the risks and uncertainties inherent in forward looking statements, readers are cautioned not to placeundue reliance on them, whether included in this news release or made elsewhere from time to time by Bank First Corporation oron its behalf. Bank First Corporation disclaims any obligation to update such forward-looking statements. In addition, statementsregarding historical stock price performance are not indicative of or guarantees of future price performance.
Bank First Corporation
Consolidated Financial Summary (Unaudited)
| At<br> or for the Three Months Ended | At<br> or for theYear Ended | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In<br> thousands, except per share data) | 12/31/2019 | 9/30/2019 | 6/30/2019 | 3/31/2019 | 12/31/2018 | 12/31/2019 | 12/31/2018 | ||||||||||||||
| Results of Operations: | |||||||||||||||||||||
| Interest<br> income | $ | 23,795 | $ | 25,489 | $ | 20,158 | $ | 19,723 | $ | 19,753 | $ | 89,165 | $ | 77,944 | |||||||
| Interest expense | 5,015 | 5,176 | 4,784 | 4,523 | 4,240 | 19,498 | 14,845 | ||||||||||||||
| Net interest income | 18,780 | 20,313 | 15,374 | 15,200 | 15,513 | 69,667 | 63,099 | ||||||||||||||
| Provision for loan<br> losses | 1,125 | 3,000 | 500 | 625 | 750 | 5,250 | 2,935 | ||||||||||||||
| Net interest income<br> after provision for loan losses | 17,655 | 17,313 | 14,874 | 14,575 | 14,763 | 64,417 | 60,164 | ||||||||||||||
| Noninterest income | 3,211 | 3,145 | 2,736 | 3,540 | 2,553 | 12,632 | 11,500 | ||||||||||||||
| Noninterest expense | 11,182 | 12,087 | 9,955 | 9,536 | 9,893 | 42,760 | 39,611 | ||||||||||||||
| Income before income<br> tax expense | 9,684 | 8,371 | 7,655 | 8,579 | 7,423 | 34,289 | 32,053 | ||||||||||||||
| Income tax expense | 2,225 | 1,712 | 1,666 | 1,992 | 1,362 | 7,595 | 6,597 | ||||||||||||||
| Net income | $ | 7,459 | $ | 6,659 | $ | 5,989 | $ | 6,587 | $ | 6,061 | $ | 26,694 | $ | 25,456 | |||||||
| Earnings per common<br> share - basic | $ | 1.05 | $ | 0.95 | $ | 0.91 | $ | 1.00 | $ | 0.91 | $ | 3.91 | $ | 3.81 | |||||||
| Earnings per common<br> share - diluted | 1.04 | 0.93 | 0.90 | 1.00 | 0.91 | 3.87 | 3.81 | ||||||||||||||
| Common Shares: | |||||||||||||||||||||
| Basic weighted average | 7,084,728 | 7,036,807 | 6,577,016 | 6,574,362 | 6,647,586 | 6,820,225 | 6,673,758 | ||||||||||||||
| Diluted weighted average | 7,182,854 | 7,134,674 | 6,675,794 | 6,608,273 | 6,647,586 | 6,902,616 | 6,673,758 | ||||||||||||||
| Outstanding | 7,084,728 | 7,084,728 | 6,576,171 | 6,577,045 | 6,610,358 | 7,084,728 | 6,610,358 | ||||||||||||||
| Noninterest<br> income / noninterest expense: | |||||||||||||||||||||
| Service charges | $ | 1,110 | $ | 918 | $ | 799 | $ | 679 | $ | 890 | $ | 3,506 | $ | 3,493 | |||||||
| Income from Ansay | 55 | 319 | 543 | 875 | 180 | 1,792 | 2,114 | ||||||||||||||
| Income from UFS | 842 | 768 | 731 | 594 | 708 | 2,935 | 2,563 | ||||||||||||||
| Loan servicing income | (291 | ) | 374 | 244 | 223 | 372 | 550 | 1,478 | |||||||||||||
| Net gain on sales of<br> mortgage loans | 627 | 533 | 154 | 87 | 188 | 1,401 | 617 | ||||||||||||||
| Net (gain) loss on<br> sales of securities | 611 | - | 23 | 234 | - | 868 | (31 | ) | |||||||||||||
| Noninterest income<br> from strategic alliances | 21 | 26 | 29 | 19 | 22 | 95 | 90 | ||||||||||||||
| Other noninterest income | 236 | 207 | 213 | 829 | 193 | 1,485 | 1,176 | ||||||||||||||
| Total noninterest income | $ | 3,211 | $ | 3,145 | $ | 2,736 | $ | 3,540 | $ | 2,553 | $ | 12,632 | $ | 11,500 | |||||||
| Personnel expense | $ | 5,918 | $ | 6,272 | $ | 5,403 | $ | 5,310 | $ | 5,532 | $ | 22,903 | $ | 21,500 | |||||||
| Occupancy, equipment<br> and office | 1,103 | 1,076 | 832 | 849 | 799 | 3,860 | 3,498 | ||||||||||||||
| Data processing | 1,478 | 1,158 | 960 | 913 | 899 | 4,509 | 3,619 | ||||||||||||||
| Postage, stationery<br> and supplies | 141 | 135 | 192 | 123 | 156 | 591 | 620 | ||||||||||||||
| Net (gain) loss on<br> sales of other real estate owned | 36 | (10 | ) | (135 | ) | 36 | (79 | ) | (73 | ) | 252 | ||||||||||
| Advertising | 88 | 53 | 53 | 74 | 78 | 268 | 220 | ||||||||||||||
| Charitable contributions | 69 | 225 | 141 | 131 | 121 | 566 | 985 | ||||||||||||||
| Outside service fees | 204 | 1,171 | 982 | 684 | 899 | 3,041 | 3,132 | ||||||||||||||
| Amortization of intangibles | 373 | 374 | 161 | 161 | 189 | 1,069 | 756 | ||||||||||||||
| Other noninterest expense | 1,772 | 1,633 | 1,366 | 1,255 | 1,299 | 6,026 | 5,029 | ||||||||||||||
| Total noninterest expense | $ | 11,182 | $ | 12,087 | $ | 9,955 | $ | 9,536 | $ | 9,893 | $ | 42,760 | $ | 39,611 | |||||||
| Period-end<br> balances: | |||||||||||||||||||||
| Loans | $ | 1,736,434 | $ | 1,714,213 | $ | 1,419,192 | $ | 1,431,498 | $ | 1,428,494 | $ | 1,736,434 | $ | 1,428,494 | |||||||
| Allowance for loan<br> losses | 11,396 | 10,131 | 12,170 | 12,213 | 12,248 | 11,396 | 12,248 | ||||||||||||||
| Investment securities<br> available-for-sale, at fair value | 181,506 | 136,935 | 120,083 | 122,761 | 118,906 | 181,506 | 118,906 | ||||||||||||||
| Investment securities<br> held-to-maturity, at cost | 43,734 | 42,605 | 39,537 | 40,769 | 40,768 | 43,734 | 40,768 | ||||||||||||||
| Goodwill and other<br> intangibles, net | 53,122 | 54,153 | 19,998 | 20,160 | 20,321 | 53,122 | 20,321 | ||||||||||||||
| Total assets | 2,210,168 | 2,163,501 | 1,806,467 | 1,805,408 | 1,793,165 | 2,210,168 | 1,793,165 | ||||||||||||||
| Deposits | 1,843,311 | 1,838,080 | 1,574,998 | 1,573,677 | 1,557,167 | 1,843,311 | 1,557,167 | ||||||||||||||
| Stockholders' equity | 230,211 | 225,332 | 185,448 | 179,177 | 174,323 | 230,211 | 174,323 | ||||||||||||||
| Book value per common share | 32.49 | 31.81 | 28.20 | 27.24 | 26.37 | 32.49 | 26.37 | ||||||||||||||
| Tangible book value per common share | 25.60 | 24.86 | 25.63 | 24.65 | 23.76 | 25.60 | 23.76 | ||||||||||||||
| Average balances: | |||||||||||||||||||||
| Loans | $ | 1,718,705 | $ | 1,682,932 | $ | 1,420,710 | $ | 1,434,283 | $ | 1,435,745 | $ | 1,565,261 | $ | 1,425,847 | |||||||
| Interest-earning assets | 1,976,420 | 1,923,451 | 1,679,604 | 1,652,106 | 1,637,080 | 1,809,099 | 1,659,768 | ||||||||||||||
| Total assets | 2,160,080 | 2,095,357 | 1,801,530 | 1,773,345 | 1,755,835 | 1,954,353 | 1,777,188 | ||||||||||||||
| Deposits | 1,835,430 | 1,786,373 | 1,563,322 | 1,548,306 | 1,510,978 | 1,684,566 | 1,486,411 | ||||||||||||||
| Interest-bearing liabilities | 1,373,320 | 1,310,757 | 1,142,604 | 1,141,177 | 1,144,202 | 1,242,788 | 1,189,077 | ||||||||||||||
| Goodwill and other<br> intangibles, net | 49,071 | 42,373 | 20,096 | 20,259 | 20,377 | 31,525 | 20,472 | ||||||||||||||
| Stockholders' equity | 228,404 | 227,205 | 181,498 | 175,058 | 170,992 | 203,178 | 165,740 | ||||||||||||||
| Financial<br> ratios: | |||||||||||||||||||||
| Return on average assets | 1.37 | % | 1.27 | % | 1.33 | % | 1.49 | % | 1.37 | % | 1.37 | % | 1.43 | % | |||||||
| Return on average common<br> equity | 12.96 | % | 11.72 | % | 13.20 | % | 15.05 | % | 14.06 | % | 13.14 | % | 15.36 | % | |||||||
| Average equity to average assets | 10.57 | % | 10.84 | % | 10.07 | % | 9.87 | % | 9.74 | % | 10.40 | % | 9.33 | % | |||||||
| Stockholders' equity<br> to assets | 10.42 | % | 10.42 | % | 10.27 | % | 9.92 | % | 9.72 | % | 10.42 | % | 9.72 | % | |||||||
| Tangible equity to<br> tangible assets | 8.39 | % | 8.33 | % | 9.42 | % | 9.06 | % | 8.85 | % | 8.39 | % | 8.85 | % | |||||||
| Loan yield | 5.15 | % | 5.63 | % | 5.22 | % | 5.15 | % | 5.09 | % | 5.30 | % | 5.06 | % | |||||||
| Earning asset yield | 4.86 | % | 5.37 | % | 4.90 | % | 4.93 | % | 4.88 | % | 5.02 | % | 4.78 | % | |||||||
| Cost of funds | 1.45 | % | 1.57 | % | 1.68 | % | 1.61 | % | 1.47 | % | 1.57 | % | 1.25 | % | |||||||
| Net interest margin,<br> taxable equivalent | 3.85 | % | 4.30 | % | 3.76 | % | 3.82 | % | 3.85 | % | 3.95 | % | 3.89 | % | |||||||
| Net loan charge-offs<br> to average loans | -0.01 | % | 1.20 | % | 0.16 | % | 0.18 | % | 0.00 | % | 0.39 | % | 0.16 | % | |||||||
| Nonperforming loans<br> to total loans | 0.31 | % | 0.30 | % | 1.20 | % | 1.14 | % | 1.44 | % | 0.31 | % | 1.44 | % | |||||||
| Nonperforming assets<br> to total assets | 0.52 | % | 0.52 | % | 1.10 | % | 1.07 | % | 1.30 | % | 0.52 | % | 1.30 | % | |||||||
| Allowance for loan<br> losses to loans | 0.66 | % | 0.59 | % | 0.86 | % | 0.85 | % | 0.86 | % | 0.66 | % | 0.86 | % |